The battle was the culmination of an effort by the United States (Union) army to regain the initiative in its struggle against Lee's smaller, but more aggressive, army. Burnside was appointed commander of the Union army in October in spite of the fact that his predecessor, Maj. Gen. George McClellan had stopped Lee at the Battle of Antietam in September. Much of the reason for this was McClellan's lack of aggressiveness.

Burnside, in response from requests from President Abraham Lincoln and general in chief Maj. Gen. Henry Halleck, planned a late fall offensive in which he hoped to cross the Rappahannock River, seize the city of Fredericksburg, and then move southward along the roads to the Confederate capital of Richmond, Virginia. But Halleck foiled this plan by delivering the required pontoon bridges to Burnside too late to effect the quick river crossing this plan required. By the time the pontoons were laid, Lee was dug in south of Fredericksburg with a force of 72,564 men.

Still, Burnside went ahead with the crossing and elected to fight Lee anyway. He counted on the numerical strength of his army, which numbered 117,000 effectives, to drive Lee out of his defensive positions and force him to retreat toward Richmond. In addition to his numerical advantage in troop strength, Burnside also had the advantage of knowing his army could not be destroyed in battle. On the other side of the Rappahannock, 300 artillery pieces on a ridge known as Stafford Heights were enough to dissuade even the pugnacious Lee from attacking Burnside.

Still, Lee was certain he would win the battle. He deployed approximately 20,000 men on his left flank, which was anchored on the ridge known as Marye's Heights, behind a stone wall at the crest of the ridge. The rest of his men were deployed along the rest of the front, also interspersed with hills which made for an excellent defensive position. He assigned Lieut. Gen. James Longstreet, his best subordinate at handling defensive operations, to handle the left flank with his First Corps. On the right, where there was some chance of counterattacking if the opportunity presented itself, Lee posted the fiery Lieut. Gen. Thomas J. "Stonewall" Jackson and his offensive-minded Second Corps.

After crossing the Rappahannock on December 11, Burnside's men looted the city of Fredericksburg with a fury that enraged Lee, who compared their depredations with those of the ancient Vandals. The destruction also enraged Lee's men, many of whom were native Virginians. Over the course of that day and the next, Burnside's men deployed outside the city and prepared to attack Lee's army.

Battle opened on the morning of December 13, when the Union left wing commander Maj. Gen. William Franklin sent two divisions into a gap in Jackson's defenses on the right. However, Jackson quickly responded with a withering counterattack that inflicted heavy casualties on the attackers, and dissuaded Burnside from any more attacks on the Confederate right. Instead, he decided to attempt to break the left.

For the next several hours, Burnside ordered division after division of his army to assault Marye's Heights, only to see Longstreet's defenders mow them down like blades of grass. In fact, Longstreet boasted to Lee that he could hold off a million attackers from his position if only Lee would provide him with enough ammunition. Fortunately, darkness and the entreaties of Burnside's subordinates were enough to put an end to the attacks.

The armies remained in position throughout the day on December 14, when Burnside briefly considered leading his old IX Corps in one final attack on Marye's Heights, but thought better of it. That afternoon, Burnside asked Lee for a truce to attend to his wounded men, and Lee graciously granted it. The next day, he retreated across the river unmolested, and the campaign came to an end.

The casualties sustained by each army showed clearly how disastrous the Union army's tactics were, and Burnside was soon relieved of command. The Union army lost 12,500 men, with more than 10,000 of them coming as a result of the repeated attacks on Marye's Heights. The Confederate army lost only 4,201, most of them in the early fighting on Jackson's front. Longstreet's corps lost only about 500 men.

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